Common use of HAZARDOUS MATERIALS INDEMNITY Clause in Contracts

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Xxxxxx, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall Borrower hereby agrees to indemnify, hold harmless and defend (by counsel reasonably acceptable satisfactory to City)the Administrative Agent) each of the Creditors and their respective directors, protect officers, employees, agents, successors and hold the City harmless assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, forfeiturescharges, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project administrative and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant judicial proceedings and expert feesorders, judgments, administrative rulings or ordersremedial action requirements, finesenforcement actions of any kind, and all costs of death of or injury and expenses incurred in connection therewith (including but not limited to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems reasonable attorneys’ fees and atmosphereexpenses), arising from, directly or caused or resulting, either prior to or during the Lease Termindirectly, in whole or in part, directly or indirectly, by out of (i) the presence on or discharge inunder the Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or about from the Premises Real Property and (ii) any activity carried on or Project undertaken on or off the Real Property by Xxxxxx, Lessee’s agents, employees, licensees Borrower or invitees or at Lessee’s direction, any of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Lawits predecessors in title (including the Tribe), whether knowingly prior to or by strict liability. Lessee’s indemnification obligations shall include, without limitationduring the term of this Agreement, and whether foreseeable by Borrower or unforeseeable, all costs of any required predecessor in title or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee Borrower or any predecessor in title, or any third persons at any time occupying or present on the Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on or under the Real Property. The foregoing indemnity shall further apply to any residual contamination on or under the Real Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to (whether i) Hazardous Materials on the Real Property, the presence of which is caused by that Creditor or (ii) activities carried on or undertaken by the Creditors, in each case subsequent to its or their entry into the Real Property pursuant to any Leasehold Mortgage (but only to the extent that the same are not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lesseethe Tribe or the Borrower).

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnify, defend (by counsel reasonably acceptable to CityLessor), protect protect, and hold the City Lessor and each of Lessor’s agents, officers, employees, contractors, servants, invitees and guests (collectively, “Lessor’s Agents”) free and harmless from and against any and all claims, actions, administrative proceedings (including informal proceedings), liabilities, penalties, fines, forfeitures, losses and/or interest, losses, costs, expenses, injunctive actions or orders and damages (including, without limitation, diminution in value of the Premises or ProjectPremises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, “response costs” as defined in the Comprehensive Environmental Response, cleanup costsCompensation and Liability Act (“CERCLA”), site assessment costspunitive damages, reasonable attorneys’ fees, reasonable consultant fees and reasonable expert fees), judgments, administrative rulings or orders, fines, costs of orders or death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwaterwater tables, sewer systems and atmosphere), first arising from, or caused or resulting, either prior to or accruing during the Lease TermTerm of this Lease, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises, or from the transportation or disposal of any Hazardous Materials to or from the Premises by Lessee or Project by Xxxxxx, Lessee’s agents, employees, licensees or invitees Agents or at Lessee’s direction, of Hazardous Material, or by XxxxxxLessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by knowingly, the standard being one of strict liability. , or from any breach by Lessee of the obligations in this Article 8A. Lessee’s indemnification obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or ProjectPremises, and the presence and implementation of any closure, remedial action or other required plansplans in connection therewith, and shall survive the expiration of or early termination of the Lease TermTerm of this Lease. For purposes of the indemnity provided herein, any acts or omissions of Lessee Lessee, or its employees, agents, customersAgents, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, intentional willful or unlawful) shall be strictly attributable to Lessee. With respect to the foregoing, Lessee acknowledges that it is familiar with Section 1542 of the California Civil Code which reads “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor....” and hereby releases Lessor and Lessor’s Agents from any unknown claims and waives all rights Lessee may have under Section 1542 of the Civil Code or under any other statute or common law principle of similar effect. Notwithstanding anything to the contrary contained herein, Lessor expressly agrees that Lessee shall not be responsible for any Hazardous Materials existing in, on or below the Premises prior to the earlier of (i) the Commencement Date and (ii) the date of any earlier possession by Lessee.

HAZARDOUS MATERIALS INDEMNITY. Lessee Licensee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or ProjectPremises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or ProjectPremises, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease License Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by XxxxxxLicensee, LesseeLicensee’s agents, employees, licensees or invitees or at LesseeLicensee’s direction, of Hazardous Material, or by XxxxxxLicensee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. LesseeLicensee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease License Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee Licensee or its employees, agents, customers, sublesseessubleases, assignees, contractors or subcontractors of Lessee Licensee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to LesseeLicensee.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnifyBorrower hereby agrees to defend, defend (by counsel reasonably acceptable to City), protect indemnify and hold harmless Lender, its directors, officers, employees, agents, successors and assigns (including, without limitation, any participants in the City harmless Loan) from and against any and all claimslosses, damages, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert feesactions, judgments, administrative rulings court costs and legal or orders, fines, costs of death of or injury to any person or damage to any property whatsoever other expenses (including, without limitation, groundwaterattorney's fees and expenses) which Lender may incur as a direct or indirect consequence of (a) any Hazardous Material Claim, sewer systems and atmosphere)(b) any misrepresentation, arising frominaccuracy or breach of any representation, warranty or covenant contained or referred to in this Section 7, or caused (c) the use, generation, manufacture, storage, disposal, threatened disposal, transportation or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge of Hazardous Materials in, on, under or about the Premises Property or Project by XxxxxxImprovements (collectively, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liabilitythe "Indemnified Matters"). Lessee’s indemnification obligations The Indemnified Matters shall include, without limitation: (i) the reasonable costs, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairsrepair, cleanup or detoxification or decontamination of the Premises Property which is required by any governmental entity or Projectis otherwise necessary to render the Property in compliance with all laws and regulations pertaining to Hazardous Materials; (ii) all other direct or indirect consequential damages (including, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided hereinwithout limitation, any acts third party tort claims or omissions governmental claims, fines or penalties against Lender, any corporation controlled by Lender, or any of Lessee or its their respective directors, officers, employees, agents, customerssuccessors or assigns); and (iii) all court costs and reasonable attorneys' fees and expenses paid or incurred by Lender, sublesseesany entity controlled by Lender, assigneesor any of their respective directors, contractors officers, employees, agents, successors or subcontractors assigns relating to the subject matter hereof. Borrower shall immediately pay to Lender upon demand any amounts owing under this indemnity, together with interest from the date the indebtedness arises until paid at the rate of Lessee (whether interest applicable to the principal balance of the Note. Borrower's duty and obligations to defend, indemnify and hold harmless Lender shall survive the cancellation of the Note and the release, reconveyance or partial reconveyance of the Deed of Trust. Notwithstanding anything contained herein to the contrary, the above indemnities shall not they are negligentapply to the extent that a matter results solely and directly from the actions of Lender and first arises after the date that actual possession or title to the Property is taken by Lender, intentional, willful Lender's nominee or unlawful) shall be strictly attributable to Lesseea successful bidder at a foreclosure sale.

HAZARDOUS MATERIALS INDEMNITY. Lessee Licensee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses losses, and/or expenses, including, without limitation, diminution in value of the Premises City Poles or ProjectCity property, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or ProjectCity Poles or, damages arising from caused by any adverse impact or marketing of the Premises or Project City Poles and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings rulings, or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or ) to the extent caused or resultingby, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project City Poles by XxxxxxLicensee, LesseeLicensee’s agents, employees, licensees Licensee or invitees or at LesseeLicensee’s direction, of Hazardous Material, or by XxxxxxLicensee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. LesseeLicensee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises City Poles or Projectproject, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided hereinindemnity, any acts or omissions of Lessee Licensee or its employees, agents, customers, sublessees, assignees, contractors contractors, or subcontractors of Lessee Licensee (whether or not they are negligent, intentional, willful willful, or unlawful) shall be strictly attributable to LesseeLicensee.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect protect, and hold the City Landlord harmless from and against any and all claims, liabilities, penalties, forfeitures, losses losses, and/or expenses, including, including without limitation, diminution in value of the Premises or ProjectPremises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or ProjectPremises, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems systems, and atmosphere), arising from, or caused caused, or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under under, or about the Premises or Project by XxxxxxLessee, Lessee’s agents, employees, licensees licensees, or invitees or at Lessee’s direction, of Hazardous Material, or by XxxxxxLessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors, or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or ProjectPremises, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall Borrower hereby agrees to indemnify, hold harmless and defend (by counsel reasonably acceptable satisfactory to City)the Administrative Agent) each of the Administrative Agent, protect the Issuing Bank, the Banks and hold the City harmless their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, forfeiturescharges, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project administrative and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant judicial proceedings and expert feesorders, judgments, administrative rulings or ordersremedial action requirements, finesenforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys' fees and expenses to the extent that the defense of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmospheresuch action has not been assumed by Borrower), arising from, directly or caused or resulting, either prior to or during the Lease Termindirectly, in whole or in part, directly or indirectly, by out of (i) the presence on or discharge inunder the Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or about from the Premises Real Property and (ii) any activity carried on or Project undertaken on or off the Real Property by Xxxxxx, Lessee’s agents, employees, licensees Borrower or invitees or at Lessee’s direction, any of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Lawits predecessors in title, whether knowingly prior to or by strict liability. Lessee’s indemnification obligations shall include, without limitationduring the term of this Agreement, and whether foreseeable by Borrower or unforeseeable, all costs of any required predecessor in title or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee Borrower or any predecessor in title, or any third persons at any time occupying or present on the Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on or under the Real Property. The foregoing indemnity shall further apply to any residual contamination on or under the Real Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to (whether i) Hazardous Materials on the Real Property, the presence of which is caused by the Administrative Agent, the Issuing Bank or the Banks or (ii) activities carried on or undertaken by the Administrative Agent, the Issuing Bank or the Banks, in each case subsequent to its or their entry into the Real Property pursuant to foreclosure under the Deed of Trust (but only to the extent that the same are not they are negligentattributable to the Borrower). Borrower hereby acknowledges and agrees that, intentionalnotwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, willful or unlawful) the obligations of Borrower under this Section shall be strictly attributable unlimited personal corporate obligations of Borrower and shall not be secured by any Deed of Trust on the Real Property. Borrower acknowledges that the Banks' appraisal of the Real Property is such that the Banks are not willing to Lesseeaccept the consequences of inclusion of the obligations under this Section among the obligations secured by any Deed of Trust and that the Banks would not enter into this Agreement and the transactions contemplated hereby but for the personal corporate liability undertaken by Borrower for such obligations.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnify, defend (by counsel reasonably acceptable to CityLessor), protect and hold the City Lessor harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, expenses (including, without limitation, diminution in value of the Premises or ProjectProperty, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or ProjectProperty, damages arising from any adverse impact or marketing of the Premises or Project Property and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project Property by Xxxxxx, LesseeXxxxxx’s agents, employees, licensees or invitees or at LesseeXxxxxx’s direction, direction of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. LesseeLicensee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or ProjectProperty, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee Lessee, or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, expenses (including, without limitation, diminution in value of the Premises or ProjectProperty, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or ProjectProperty, damages arising from any adverse impact or marketing of the Premises or Project Property and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project Property by XxxxxxLessee, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, direction of Hazardous Material, or by XxxxxxLessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. LesseeLicensee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or ProjectProperty, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee Lessee, or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall Borrower hereby agrees to ----------------------------- indemnify, hold harmless and defend (by counsel reasonably acceptable satisfactory to City)the Administrative Agent) each of the Creditors and their respective directors, protect officers, employees, agents, successors and hold the City harmless assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, forfeiturescharges, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project administrative and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant judicial proceedings and expert feesorders, judgments, administrative rulings or ordersremedial action requirements, finesenforcement actions of any kind, and all costs of death of or injury and expenses incurred in connection therewith (including but not limited to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems reasonable attorneys' fees and atmosphereexpenses), arising from, directly or caused or resulting, either prior to or during the Lease Termindirectly, in whole or in part, directly or indirectly, by out of (i) the presence on or discharge inunder the Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or about from the Premises Real Property and (ii) any activity carried on or Project undertaken on or off the Real Property by Xxxxxx, Lessee’s agents, employees, licensees Borrower or invitees or at Lessee’s direction, any of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Lawits predecessors in title (including the Tribe), whether knowingly prior to or by strict liability. Lessee’s indemnification obligations shall include, without limitationduring the term of this Agreement, and whether foreseeable by Borrower or unforeseeable, all costs of any required predecessor in title or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee Borrower or any predecessor in title, or any third persons at any time occupying or present on the Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on or under the Real Property. The foregoing indemnity shall further apply to any residual contamination on or under the Real Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to (whether i) Hazardous Materials on the Real Property, the presence of which is caused by that Creditor or (ii) activities carried on or undertaken by the Creditors, in each case subsequent to its or their entry into the Real Property pursuant to the Leasehold Mortgage (but only to the extent that the same are not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lesseethe Tribe or the Borrower).

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or ProjectBuilding, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or ProjectBuilding, damages arising from any adverse impact or marketing of the Premises or Project Building and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project Building by Xxxxxx, Lessee’s agents, employees, licensees or invitees or at LesseeXxxxxx’s direction, of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or ProjectBuilding, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall Borrower hereby agrees to indemnify, ----------------------------- hold harmless and defend (by counsel reasonably acceptable satisfactory to City)the Administrative Agent) each of the Creditors and their respective directors, protect officers, employees, agents, successors and hold the City harmless assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, forfeiturescharges, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project administrative and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant judicial proceedings and expert feesorders, judgments, administrative rulings or ordersremedial action requirements, finesenforcement actions of any kind, and all costs of death of or injury and expenses incurred in connection therewith (including but not limited to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems reasonable attorneys' fees and atmosphereexpenses), arising from, directly or caused or resulting, either prior to or during the Lease Termindirectly, in whole or in part, directly or indirectly, by out of (i) the presence on or discharge inunder the Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or about from the Premises Real Property and (ii) any activity carried on or Project undertaken on or off the Real Property by Xxxxxx, Lessee’s agents, employees, licensees Borrower or invitees or at Lessee’s direction, any of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Lawits predecessors in title (including the Tribe), whether knowingly prior to or by strict liability. Lessee’s indemnification obligations shall include, without limitationduring the term of this Agreement, and whether foreseeable by Borrower or unforeseeable, all costs of any required predecessor in title or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee Borrower or any predecessor in title, or any third persons at any time occupying or present on the Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on or under the Real Property. The foregoing indemnity shall further apply to any residual contamination on or under the Real Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to (whether i) Hazardous Materials on the Real Property, the presence of which is caused by that Creditor or (ii) activities carried on or undertaken by the Creditors, in each case subsequent to its or their entry into the Real Property pursuant to the Leasehold Mortgage (but only to the extent that the same are not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lesseethe Tribe or the Borrower).

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnifyThe Indemnitors will indemnify the Trustee, defend (by counsel reasonably acceptable to City)the Trustee’s affiliates and the Trustee’s and any such affiliates’ past, protect present and hold the City harmless future directors, officers, employees, agents, successors, successors-in-trust and assigns, from and against against, any and all claimsloss, liabilitiesdamage, penaltiescost, forfeituresexpense, losses and/or expensesresponsibility or liability directly or indirectly arising out of or attributable to (1) the use, generation, manufacture, treatment, handling, refining, production, processing, storage, release, threatened release, discharge, disposal or presence of Hazardous Materials on, under, from or about the Trust Property, (2) the violation of any Hazardous Materials Laws, or (3) the breach of the agreements in this Section, including, without limitation, diminution in value of : (a) all foreseeable and unforeseeable consequential damages; (b) the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Xxxxxx, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management planrepair, investigationclean up, repairsremediation, cleanup removal, or detoxification or decontamination of the Premises or ProjectTrust Property, and the presence preparation and implementation of any closure, remedial action or other required plans; (c) the costs related to any lawsuits or administrative actions brought or threatened, settlement reached or government order relating to the Hazardous Materials; and (d) all reasonable costs and expenses incurred by the Trustee in connection with clauses (a) to (c), including, without limitation, reasonable attorneys’ fees. The indemnification provisions of this Section G. 11 shall survive the expiration of or early termination of this Trust Agreement. The Trustee may waive any of its rights to be indemnified as to any Indemnitors under this Trust Agreement without releasing any other Indemnitors that may be responsible to indemnify the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to LesseeTrustee under this Trust Agreement.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall Permittee agrees to indemnify, defend (by counsel reasonably acceptable hold harmless and defend, without cost to City), protect City and hold the City harmless its Agents from any and against any and all claimsClaims arising from (i) any Handling, liabilitiesRelease or threatened Release of Hazardous Materials, penaltiespollutant, forfeituresor contaminant, losses and/or expensesor any condition of pollution, contamination or nuisance in the vicinity of the Permit Area or in ground or surface waters associated with or in the vicinity of the Permit Area in connection with the use of the Permit Area by Permittee or its Agents during the Term of the Permit; (ii) any requirement of a Regulatory Agency for Investigation or Remediation of any Release of Hazardous Materials at the Permit Area or the Property in connection with use of the Permit Area by Permittee or its Agents during the Term of this Permit; (iii) any requirement of a Regulatory Agency for Investigation or Remediation of any Hazardous Materials arising out of or in connection with the activities under this Permit, including, without limitation, diminution in value of the Premises or Project, damages requirements which would not have been imposed except for the loss or restriction on Permittee's use of the rentable Permit Area or usable space Permittee's Permitted Activities; or (iv) any breach of or failure to perform or observe any term, covenant, or agreement in this Permit to be performed or observed by Permittee, including, but not limited to any violation of any amenity Environmental Law. These indemnity obligations shall apply to all Claims described above regardless of the Premises active, passive or Projectconcurrent negligence of, damages and regardless of whether liability without fault is imposed or sought to be imposed on City or its Agents, except to the extent Claims are caused by the gross negligence, or willful or intentional misconduct of City, or its officers, agents or employees. The provisions of this Section 10 and any other indemnification obligation shall survive termination of this Permit with respect to any Claim arising out of Permittee's Activities hereunder. In addition to Permittee's obligation to indemnify City and its Agents, Permittee specifically acknowledges and agrees that it has an immediate and independent obligation to defend City and its Agents from any adverse impact claim that actually or marketing potentially falls within the indemnification provisions of this Section, even if the Premises allegations are or Project may be groundless, false or fraudulent. Permittee's obligation to defend shall arise at the time such claim is tendered to Permittee by City and/or its Agents and sums paid shall continue at all times thereafter. Notwithstanding anything in settlement this Section 10 or otherwise in this Agreement, Permittee shall not have any liability under this Agreement resulting from the discovery or disclosure of claimspre-existing Hazardous Materials or the non-negligent aggravation of pre-existing Hazardous Materials on, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Xxxxxx, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to LesseePermit Area.